JWCA advises Bloom Energy on its upsized $632.5 million green convertible and capped call transaction

may 2023 | read press release

Transaction Background

Bloom Energy Corp (“the Company”) successfully raised $632.5mm (inclusive of greenshoe) in the convertible market at very attractive terms (3.00% coupon and 42.5% conversion premium).  The Company took advantage of a strong convertible market to raise capital to fund the redemption of its Senior Secured Notes due 2027 and to fund business growth and development

Bloom Energy engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

• Convertible and derivative overlay structuring

• Syndicate structure and precedent data

• Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company

• Accounting and tax analysis/implications

• Shareholder messaging

JWCA designed and ran a capped call auction process to achieve competitive terms and minimize the upfront cost of the capped call

JWCA provided advice, support and analysis throughout the execution process

Results

Due to the “green” designation of the convertible, an additional set of green investors were targeted in the marketing process and helped drive demand for the offering

Bloom Energy’s offering was very well received by investors:

• The transaction was multiple times over-subscribed and upsized by $50 million

• The 42.5% conversion premium represented the Company-friendly end of the marketed range and the 3.00% coupon represented the midpoint of the marketed range

Capped call documentation and auction process produced meaningful savings for Bloom Energy, while maximizing flexibility

Bloom Energy intends to use a portion of the net proceeds to redeem all of its ~$58mm 10.25% Senior Secured Notes due 2027